Common use of Additional Termination Requirements Clause in Contracts

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Master Servicer Terminator exercises its purchase option as provided in Section 9.0110.01, the Trust Fund each REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" on any REMIC ” of the Trust as defined in section Section 860F of the Code, Code or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02Date, the Master Servicer Terminator shall prepare adopt and the Trustee, at the expense of the "tax matters person," Trustee shall adopt sign a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets each REMIC created hereunder meeting the requirements of a qualified liquidation“Qualified Liquidation” under Section 860F of the Code and any regulations thereunder; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Terminator for cash in accordance with Section 9.01pursuant to the terms of the plan of complete liquidation. (b) The By their acceptance of Certificates, the Holders thereof hereby agree to appoint the Trustee as agent for any REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 9.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer required to prepare and the Trustee to adopt and sign a carry out such plan of complete liquidationliquidation all in accordance with the terms hereof.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Master Servicer Terminator exercises its purchase option as provided in Section 9.0110.01, the Trust Fund each REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC of the Trust as defined in section Section 860F of the Code, Code or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02Date, the Master Servicer Terminator shall prepare adopt and the Trustee, at the expense of the "tax matters person," Trustee shall adopt sign a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets each REMIC created hereunder meeting the requirements of a qualified liquidation"Qualified Liquidation" under Section 860F of the Code and any regulations thereunder; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Terminator for cash in accordance with Section 9.01pursuant to the terms of the plan of complete liquidation. (b) The By their acceptance of Certificates, the Holders thereof hereby agree to appoint the Trustee as agent for any REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 9.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer required to prepare and the Trustee to adopt and sign a carry out such plan of complete liquidationliquidation all in accordance with the terms hereof.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created under this Agreement, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC created hereunder as defined in section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Tax Matters Person, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Depositor exercises its purchase option as provided in Section 9.019.1, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with and the Certificate Administrator have received an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of the Trust Fund to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any of REMIC I or REMIC II of the Trust Fund as defined described in section 860F Section 860F(a)(2) of the Code, or (ii) cause any either REMIC I or REMIC II of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1A) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Depositor under Section 9.029.1, the Master Servicer Tax Matters Person shall prepare the documents associated with and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) each of REMIC I and REMIC II of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationTrust Fund; and (2B) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Depositor for cash in accordance with Section 9.01such plan of liquidation; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Servicer shall not sell any of the assets of the Trust Fund prior to the close of that calendar quarter. (b) The Trustee as agent for any REMIC Tax Matters Person hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Terminating Entity exercises its purchase option with respect to the Mortgage Loans as provided in Section 9.01, at such time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied provided with an Opinion of Counsel, at the expense of the Master ServicerTerminating Entity, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section 860F Section 860E of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Trustee under Section 9.02, the Master Servicer Depositor shall prepare and the Trustee, at the expense of the "tax matters person," Trustee shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters PersonTrust Fund), meets the requirements of a qualified liquidation; and; (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Depositor for cash in accordance with Section 9.01; and (3) On the date specified for final payment of the Certificates, the Trustee shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to the Servicers pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than the cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time. (b) The Trustee as agent for any each REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master ServicerDepositor, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master ServicerDepositor. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer Depositor to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC REMIC, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Master Servicer exercises its purchase option as provided in Section 9.0111.01 or the Trustee terminates the Trust, the Trust Fund each REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" on any REMIC ” of the Trust as defined in section Section 860F of the Code, Code or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02Date, the Master Servicer shall prepare adopt and the Trustee, at the expense of the "tax matters person," Trustee shall adopt sign a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets each REMIC created hereunder meeting the requirements of a qualified liquidation“Qualified Liquidation” under Section 860F of the Code and any regulations thereunder; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01pursuant to the terms of the plan of complete liquidation. (b) The By their acceptance of Certificates, the Holders thereof hereby agree to appoint the Trustee as agent for any REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 9.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer required to prepare and the Trustee to adopt and sign a carry out such plan of complete liquidationliquidation all in accordance with the terms hereof.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund REMIC I shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of REMIC I to comply with the requirements of this Section 9.03 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" on any of REMIC I as defined described in section Section 860F of the Code, or (ii) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Trustee under Section 9.029.01, the Master Servicer Tax Matters Person shall prepare the documentation required and the Trustee, at Tax Matters Person and the expense of the "tax matters person," Trustee shall adopt a plan of complete liquidation within on behalf of REMIC I meeting the meaning requirements of section 860F(a)(4) a qualified liquidation under Section 860F of the Code whichand any regulations thereunder, as evidenced by an Opinion of Counsel (which opinion shall not be an obtained at the expense of the Trustee or the Tax Matters Person)Master Servicer, meets the requirements on behalf of a qualified liquidationREMIC I; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee Master Servicer on behalf of the Trust shall sell all of the assets of the Trust Fund REMIC I to the Master Servicer for cash in accordance with the amount specified in Section 9.01. (b) The Trustee as agent for By its acceptance of any REMIC Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicernecessary. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option or options as provided in Section 9.01, the Mortgage Loans and REO Properties then remaining in the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Servicer to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC created under this Agreement hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, Servicer and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.0110.01(a), the Trust Fund each REMIC Pool shall be terminated in accordance with the following additional requirements, unless and the Trustee has been supplied with shall receive an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements termination of this Section 9.03 will not such REMIC Pool (i) result in will constitute a "qualified liquidation" of each REMIC Pool within the imposition meaning of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the CodeCode Section 860F(a)(4)(A), or and (ii) will not subject such REMIC Pool to tax or cause any such REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding:. (1i) Within 90 days prior to the final Distribution Date set forth in the notice of intention to purchase the Mortgage Loans given by the Master Servicer under Section 9.0210.01, the Master Servicer shall prepare and the Trustee, at the expense direction of the "tax matters person," Servicer, shall adopt a plan of complete liquidation of each REMIC Pool on behalf of the REMIC within the meaning of section 860F(a)(4) of the Code whichSection 860F(a)(4)(A)(8), as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund each REMIC Pool to the Master Servicer Servicer, as the case may be, for cash at the purchase price specified in accordance with Section 9.0110.01 and shall distribute such cash in the manner specified in Section 10.01. (biii) The Trustee as agent for any REMIC hereby agrees Holder of the Class R Certificates will be deemed to adopt and sign such have adopted a plan of complete liquidation upon on the written request date that the Trustee, at the direction of the Master Servicer, and has adopted such plan. The Trustee shall attach a statement to the receipt final return of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign each REMIC Pool for which a plan of complete liquidation is adopted by the Trustee, at the direction of the Servicer, setting forth the date of adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," ", shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or Trustee, the Tax Matters PersonPerson or the Trust Fund), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any the REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Company exercises its purchase option as provided in Section 9.01, the Trust Fund and the REMIC established hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements of this Section 9.03 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" on any of such REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Trustee under Section 9.029.01, the Master Servicer Company shall prepare and the Trustee, at the expense of the "tax matters person," Trustee shall execute and adopt a plan of complete liquidation for such REMIC within the meaning of section 860F(a)(4860F(a)(4)(A)(i) of the Code whichCode, as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Company for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign such a plan of complete liquidation which authorization shall be binding on all successor Holders of the Residual Certificates. (c) On the final federal income tax return for the REMIC established hereunder, the Trustee will attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event that the Master Servicer exercises its the purchase option as provided in Section 9.0110.02(a) on its own behalf, or at the direction of the Holders of the Class X Certificates (each of the Master Servicer and the Holders of the Class X Certificates, a “Terminating Party”), the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master ServicerTerminating Party, to the effect that the failure to comply with the requirements of this Section 9.03 10.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any an Adverse REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.0210.02, the Master Servicer Terminating Party shall prepare and the Trustee, at the expense of the "tax matters person," Terminating Party, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01cash. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(110.03(a)(i) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer Terminating Party to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) i. Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) ii. Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the Master REMIC and the Subsidiary REMIC as defined in section Section 860F of the Code, or (ii) cause any either REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," ", shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or Trustee, the Tax Matters PersonPerson or the Trust Fund), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any each REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created under this Agreement, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.0110.01 is exercised, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not : (i) result The Trustee at the direction of the Securities Administrator shall sell any remaining assets of the Trust Fund to Xxxxxxxxx or its designee or Xxxxx Fargo Bank, N.A. or its designee, as the case may be, for cash and, within 90 days of such sale, shall distribute to (or credit to the account of) the Certificateholders the proceeds of such sale together with any cash on hand (less amounts retained to meet claims) in complete liquidation of the imposition Trust Fund, and each REMIC created hereunder; and (ii) The Securities Administrator shall attach a statement to the final federal income tax return for each REMIC created hereunder stating that pursuant to Treasury Regulation §1.860F-1, the first day of taxes the 90 day liquidation period for such REMIC was the date on "prohibited transactions" on any REMIC as defined in section which the Trustee sold the assets of the Trust Fund and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code, or (ii) cause Code and any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, regulations thereunder as evidenced by an Opinion of Counsel (which opinion shall not be an delivered to the Trustee and the Securities Administrator obtained at the expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01Seller. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize agree to appoint the Master Servicer to prepare Trustee and the Securities Administration as their attorneys in fact to undertake the foregoing steps. (c) The Securities Administrator shall provide written notice to the Delaware Trustee to adopt and sign a plan of complete liquidation.that the Trust Fund has been terminated in accordance with Article X.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event that the Master Servicer exercises its the purchase option as provided in Section 9.0110.02(b) on its own behalf, or at the direction of the Holders of the Class X Certificates (each of the Master Servicer and the Holders of the Class X Certificates, a “Terminating Party”), the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master ServicerTerminating Party, to the effect that the failure to comply with the requirements of this Section 9.03 10.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any an Adverse REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.0210.02, the Master Servicer Terminating Party shall prepare and the Trustee, at the expense of the "tax matters person," Terminating Party, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01cash. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(110.03(a)(i) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer Terminating Party to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has have been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Depositor exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Tax Matters Person, shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Depositor for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby created under this Agreement agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option or options as provided in Section 9.01, the Mortgage Loans and REO Properties then remaining in the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Servicer to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC created under this Agreement hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, Servicer and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC created hereunder as defined in section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Tax Matters Person, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1I) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2II) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) . Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) . Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Depositor exercises its purchase option as provided in Section 9.019.1, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with and the Certificate Administrator have received an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of the Trust Fund to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any of REMIC I or REMIC II of the Trust Fund as defined described in section 860F Section 860F(a)(2) of the Code, or (ii) cause any either REMIC I or REMIC II of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1A) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Depositor under Section 9.029.1, the Master Servicer Tax Matters Person shall prepare the documents associated with and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) each of REMIC I and REMIC II of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationTrust Fund; and (2B) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Depositor for cash in accordance with Section 9.01such plan of liquidation; PROVIDED, HOWEVER, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Servicer shall not sell any of the assets of the Trust Fund prior to the close of that calendar quarter. (b) The Trustee as agent for any REMIC Tax Matters Person hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.. 103

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any the REMIC hereby created under this Agreement agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Master Servicer exercises its the purchase option as provided in Section 9.0110.02(a) on its own behalf, the “Terminating Party”), the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master ServicerTerminating Party, to the effect that the failure to comply with the requirements of this Section 9.03 10.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any an Adverse REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.0210.02, the Master Servicer Terminating Party shall prepare and the Trustee, at the expense of the "tax matters person," Terminating Party, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01cash. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(110.03(a)(i) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer Terminating Party to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event of an Optional Redemption in accordance with Section 8.02 of the Master Servicer exercises its purchase option as provided in Section 9.01Transfer and Servicing Agreement, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Owner Trustee has been supplied with received an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 9.03 8.02 will not (i) result in the imposition of taxes on "“prohibited transactions" on any REMIC ” of the Trust as defined in section Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates Securities are outstanding: (1A) the Trust shall sell or cause to be sold all of the assets of the Trust Estate for cash in accordance with Section 8.02 of the Transfer and Servicing Agreement; (B) Within 90 days prior of such sale, the Indenture Trustee shall distribute the proceeds of such sale to the final Distribution Date set forth Securityholders in complete liquidation of the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare Trust Estate and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationREMICs then in existence; and (2C) Within 90 days after The Administrator shall attach a statement to the time final Federal income tax return for the REMIC then in existence stating that pursuant to Treasury Regulation § 1.860F-1, the first day of the 90-day liquidation period for the REMICs was the date on which the Trust sold the assets of the Trust Estate. (b) By their acceptance of the Class L and Class R Certificates, the Holders of each thereof hereby agree to the adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. liquidation if required under paragraph (ba) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) above and to take such other action in connection therewith as may be reasonably requested by the Master ServicerOwner Trustee or the Administrator. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby created under this Agreement agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC hereunder as defined in section Section 860F of the Code, or (ii) cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," ", shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or Trustee, the Tax Matters PersonPerson or the Trust Fund), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any each REMIC hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Company exercises its purchase option as provided in Section 9.01, the Trust Fund and the REMIC established hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements of this Section 9.03 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" on any of such REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Trustee under Section 9.029.01, the Master Servicer Company shall prepare and the Trustee, at the expense of the "tax matters person," Trustee shall execute and adopt a plan of complete liquidation for such REMIC within the meaning of section 860F(a)(4860F(a)(4)(A)(i) of the Code whichCode, as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Company for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign such a plan of complete liquidation which authorization shall be binding on all successor Holders of the Residual Certificates. (c) On the final federal income tax return for the REMIC, the Trustee will attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and any REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for any REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.0110.01, the Trust Fund each REMIC Pool shall be terminated in accordance with the following additional requirements, unless and the Trustee has been supplied with and the Certificate Insurer shall receive an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements termination of this Section 9.03 will not such REMIC Pool (i) result in will constitute a "qualified liquidation" of each REMIC Pool within the imposition meaning of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the CodeCode Section 860F(a)(4)(A), or and (ii) will not subject such REMIC Pool to tax or cause any such REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding:. (1i) Within 90 days prior to the final Distribution Date set forth in the notice of intention to purchase the Mortgage Loans given by the Master Servicer under Section 9.0210.01, the Master Servicer shall prepare and the Trustee, at the expense direction of the "tax matters person," Servicer, shall adopt a plan of complete liquidation of each REMIC Pool on behalf of the REMIC within the meaning of section 860F(a)(4) of the Code whichSection 860F(a)(4)(A)(8), as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund each REMIC Pool to the Master Servicer Servicer, as the case may be, for cash at the purchase price specified in accordance with Section 9.0110.01 and shall distribute such cash in the manner specified in Section 10.01. (biii) The Trustee as agent for any REMIC hereby agrees Holder of the Class R Certificates will be deemed to adopt and sign such have adopted a plan of complete liquidation upon on the written request date that the Trustee, at the direction of the Master Servicer, and has adopted such plan. The Trustee shall attach a statement to the receipt final return of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign each REMIC Pool for which a plan of complete liquidation is adopted by the Trustee, at the direction of the Servicer, setting forth the date of adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Master Servicer exercises its the purchase option as provided in Section 9.0110.02(b) on its own behalf, or at the direction of the Holders of the Class [X] Certificates (each of the Master Servicer and the Holders of the Class [X] Certificates, a “Terminating Party”), the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master ServicerTerminating Party, to the effect that the failure to comply with the requirements of this Section 9.03 10.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any an Adverse REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.0210.02, the Master Servicer Terminating Party shall prepare and the Trustee, at the expense of the "tax matters person," Terminating Party, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01cash. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(110.03(a)(i) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer Terminating Party to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has and MBIA have been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee and MBIA (which opinion shall not be an expense of the Trustee Trustee, MBIA or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Servicer to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, Servicer and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any the REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that either the Holders of the Class X Certificates or the Master Servicer exercises its the purchase option as provided in Section 9.0110.02(b), the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master ServicerPerson exercising such purchase option, to the effect that the failure to comply with the requirements of this Section 9.03 10.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any an Adverse REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer terminating party under Section 9.0210.02, the Master Servicer terminating party shall prepare and the Trustee, at the expense of the "tax matters person," terminating party, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Person exercising the purchase option for cash in accordance with Section 9.01cash. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicerterminating party, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(110.03(a)(i) and to take such other action in connection therewith as may be reasonably requested by the Master Servicerterminating party. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer terminating party to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.04 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.03, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.04(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created under this Agreement, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option Avelo Call or the Auction Call is exercised as provided in Section 9.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 11.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any Trust REMIC as defined in section Section 860F of the Code, or (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1a) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense The Securities Administrator on behalf of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash entity with the highest bid received pursuant to the Auction Call and, by the next Distribution Date after such sale, shall distribute to the Certificateholders the proceeds of such sale in accordance with Section 9.01.complete liquidation of each of the Trust REMICs; and (b) The Trustee as agent Securities Administrator shall attach a statement to the final federal income tax return for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request each of the Master ServicerTrust REMICs stating that pursuant to Treasury Regulations Section 1.860F-1, and the receipt first day of the Opinion of Counsel referred to in Section 9.03(a)(1ninety (90) and to take day liquidation period for each such other action in connection therewith as may be reasonably requested by Trust REMIC was the Master Servicer. (c) By their acceptance date on which the Securities Administrator on behalf of the Certificates, Trustee sold the Holders thereof hereby authorize assets of the Master Servicer Trust Fund to prepare and the Trustee entity with the highest bid received pursuant to adopt and sign a plan of complete liquidationthe Auction Call.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC created hereunder as defined in section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Tax Matters Person, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion 102 shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Servicer to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC created hererunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, Servicer and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Tax Matters Person, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Tax Matters Person, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.82

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option Avelo Call or the Auction Call is exercised as provided in Section 9.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 11.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any Trust REMIC as defined in section Section 860F of the Code, or (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding:: 100 (1a) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense The Securities Administrator on behalf of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash entity with the highest bid received pursuant to the Auction Call and, by the next Distribution Date after such sale, shall distribute to the Certificateholders the proceeds of such sale in accordance with Section 9.01.complete liquidation of each of the Trust REMICs; and (b) The Trustee as agent Securities Administrator shall attach a statement to the final federal income tax return for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request each of the Master ServicerTrust REMICs stating that pursuant to Treasury Regulations Section 1.860F-1, and the receipt first day of the Opinion of Counsel referred to in Section 9.03(a)(1ninety (90) and to take day liquidation period for each such other action in connection therewith as may be reasonably requested by Trust REMIC was the Master Servicer. (c) By their acceptance date on which the Securities Administrator on behalf of the Certificates, Trustee sold the Holders thereof hereby authorize assets of the Master Servicer Trust Fund to prepare and the Trustee entity with the highest bid received pursuant to adopt and sign a plan of complete liquidationthe Auction Call.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC created hereunder as defined in section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Tax Matters Person, shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion 102 shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any the REMIC to fail fails to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby created under this Agreement agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.. ARTICLE X

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has and MBIA have been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any 101 the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee and MBIA (which opinion shall not be an expense of the Trustee Trustee, MBIA or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2ii) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any 102 REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.. 98 104

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.0110.01(a), the Trust Fund each REMIC Pool shall be terminated in accordance with the following additional requirements, unless and the Trustee has been supplied with shall receive an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements termination of this Section 9.03 will not such REMIC Pool (i) result in will constitute a “qualified liquidation” of each REMIC Pool within the imposition meaning of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the CodeCode Section 860F(a)(4)(A), or and (ii) will not subject such REMIC Pool to tax or cause any such REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding:. (1i) Within 90 days prior to the final Distribution Date set forth in the notice of intention to purchase the Mortgage Loans given by the Master Servicer under Section 9.0210.01, the Master Servicer shall prepare and the Trustee, at the expense direction of the "tax matters person," Servicer, shall adopt a plan of complete liquidation of each REMIC Pool on behalf of the REMIC within the meaning of section 860F(a)(4) of the Code whichSection 860F(a)(4)(A)(8), as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund each REMIC Pool to the Master Servicer Servicer, as the case may be, for cash at the purchase price specified in accordance with Section 9.0110.01 and shall distribute such cash in the manner specified in Section 10.01. (biii) The Trustee as agent for any REMIC hereby agrees Holder of the Class R Certificates will be deemed to adopt and sign such have adopted a plan of complete liquidation upon on the written request date that the Trustee, at the direction of the Master Servicer, and has adopted such plan. The Trustee shall attach a statement to the receipt final return of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign each REMIC Pool for which a plan of complete liquidation is adopted by the Trustee, at the direction of the Servicer, setting forth the date of adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) . The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (cb) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will 91 97 not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Company exercises its purchase option as provided in Section 9.01, the Trust Fund and the REMIC established hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements of this Section 9.03 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" on of any such REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Trustee under Section 9.029.01, the Master Servicer Company shall prepare and the Trustee, at the expense of the "tax matters person," Trustee shall execute and adopt a plan of complete liquidation for such REMIC within the meaning of section 860F(a)(4860F(a)(4)(A)(i) of the Code whichCode, as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Company for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign such a plan of complete liquidation which authorization shall be binding on all successor Holders of the Residual Certificates. (c) On the final federal income tax return for the REMIC established hereunder, the Trustee will attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.. 107

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.0110.01(a), the Trust Fund each REMIC Pool shall be terminated in accordance with the following additional requirements, unless and the Trustee has been supplied with shall receive an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements termination of this Section 9.03 will not such REMIC Pool (i) result in will constitute a "qualified liquidation" of each REMIC Pool within the imposition meaning of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the CodeCode Section 860F(a)(4)(A), or and (ii) will not subject such REMIC Pool to tax or cause any such REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding:. (1i) Within 90 days prior to the final Distribution Date set forth in the notice of intention to purchase the Mortgage Loans given by the Master Servicer under Section 9.0210.01, the Master Servicer shall prepare and the Trustee, at the expense direction of the "tax matters person," Servicer, shall adopt a plan of complete liquidation of each REMIC Pool on behalf of the REMIC within the meaning of section 860F(a)(4) of the Code whichSection 860F(a)(4)(A)(8), as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days At or after the time of adoption of such a plan of complete liquidationliquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund each REMIC Pool to the Master Servicer Servicer, as the case may be, for cash at the purchase price specified in accordance with Section 9.0110.01 and shall distribute such cash in the manner specified in Section 10.01. (biii) The Trustee as agent for any REMIC hereby agrees Holder of the Class R Certificates will be deemed to adopt and sign such have adopted a plan of complete liquidation upon on the written request date that the Trustee, at the direction of the Master Servicer, and has adopted such plan. The Trustee shall attach a statement to the receipt final return of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign each REMIC Pool for which a plan of complete liquidation is adopted by the Trustee, at the direction of the Servicer, setting forth the date of adoption of the plan of liquidation.. ARTICLE XI ----------

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding:: 109 (1) . Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) . Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," Trustee shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.. 122

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F IX-2 of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option pursuant to Section 10.01, REMIC I or REMIC II, as provided in Section 9.01the case may be, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with received an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure of REMIC I or REMIC II, as the case may be, to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on a "prohibited transactionstransaction" on any REMIC of the REMIC, as defined described in section Section 860F of the Code, or (ii) cause any REMIC I or REMIC II, as the case may be, to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1A) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.0210.02, the Master Servicer shall prepare and the Trustee, at the expense Holder of the "tax matters person," Class R Certificates shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationREMIC; and (2B) Within 90 days at or after the time of adoption of any such a plan of complete liquidationliquidation for the REMIC at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Depositor for cash cash; provided, however, that in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation upon but prior to the written request final Distribution Date, the Trustee shall not sell any of the Master Servicer, and the receipt assets of the Opinion Trust Fund prior to the close of Counsel referred that calendar quarter. (b) By its acceptance of a Class R Certificate, the Holder thereof hereby agrees to in Section 9.03(a)(1) adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably requested by the Master Servicerrequired to liquidate and otherwise terminate REMIC I or REMIC II. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1A) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2B) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. 112 (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and each REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section Section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) . Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) . Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any 134 REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.019.1, the Trust Fund and the REMIC created hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 9.3 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in section Section 860F of the Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) i. Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.029.2, the Master Servicer shall prepare and the Trustee, at the expense of the "“tax matters person," ” shall adopt a plan of complete liquidation within the meaning of section Section 860F(a)(4) of the Code for the REMIC created hereunder which, as evidenced by an Opinion of Counsel addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) ii. Within 90 days after the time of adoption of such a plan plans of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.019.1. (b) The Trustee as agent for any the REMIC established hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(19.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan plans of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on 107 "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby created under this Agreement agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.. 108

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer Company exercises its purchase option as provided in Section 9.01, the Trust Fund and the REMIC established hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, Counsel to the effect that the failure to comply with the requirements of this Section 9.03 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" on any of such REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer Trustee under Section 9.029.01, the Master Servicer Company shall prepare and the Trustee, at the expense of the "tax matters person," Trustee shall execute and adopt a plan of complete liquidation for 109 such REMIC within the meaning of section 860F(a)(4860F(a)(4)(A)(i) of the Code whichCode, as which shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidationsuch notice; and (2ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer Company for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign such a plan of complete liquidation which authorization shall be binding on all successor Holders of the Residual Certificates. (c) On the final federal income tax return for the REMIC established hereunder, the Trustee will attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master Servicer, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any the REMIC as defined in section 860F of the Code, or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer that Countrywide exercises its purchase option as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the Master ServicerCountrywide, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) Within 90 days prior to the final Distribution Date set forth in the notice given by the Servicing Released Master Servicer under Section 9.02, the Servicing Released Master Servicer shall prepare and the Trustee, at the expense of the "tax matters person," shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), meets the requirements of a qualified liquidation; and (2) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Servicing Released Master Servicer for cash in accordance with Section 9.01. (b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Servicing Released Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Servicing Released Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Servicing Released Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation.